SIMBLE SOLUTIONS LIMITED — Governance Information 2019

Mar 28, 2019

29 March 2019

Corporate Governance Statement

The Board of Directors of Simble Solutions Limited (Simble or the Company) is responsible for the corporate governance of the Company and its subsidiaries. The Board guides and monitors the business and affairs of Simble on behalf of shareholders by whom they are elected and accountable.

The table below summarises the Company's compliance with the ASX Corporate Governance Council's Principles and Recommendations 3 rd edition.

	Corporate Governance CouncilRecommendation	Compliance	Disclosure
1.1	A listed entity should disclose;(a)the respective roles andresponsibilities of its board andmanagement; and(b)those matters expressly reservedto the board and those delegatedto management.	Complies	The role of the Board anddelegation to Managementis formalised in the BoardCharter.The Board is responsiblefor the overall operationand stewardship of theCompany and, in particular,for the long-term growthand profitability of theCompany, the strategies,policies and financialobjectives of the Company,and for monitoring theimplementation of thosepolicies, strategies andfinancial objectives.The role of Management isto support the ManagingDirector (or equivalent) andimplement the running ofthe general operations andfinancial business of theCompany, in accordancewith the delegated authorityof the Board.

PRINCIPAL 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

	Corporate Governance CouncilRecommendation	Compliance	Disclosure
1.2	A listed entity should;(a)undertake appropriate checksbefore appointing a person, orputting forward to securityholders a candidate for election,as a director; and(b)provide security holders with allmaterial information in itspossession relevant to a decisionon whether or not to elect or reelect a director.	Complies	When considering theappointment of a personas a Director, the Boardwill undertake appropriatechecks before appointingthe personor putting theperson forward toshareholders as acandidate for election asa Director. These checkswill include thecandidate's character,experience, education,criminal record andbankruptcy history.All material informationrelevant to a decision ontheelection ofa Director,includingthequalifications, experienceand specialresponsibilities are setout in the Directors'Report of the FinancialStatements for the yearended 31December2018.
1.3	A listed entity should have a writtenagreement with each Director andsenior executive setting out the termsof their appointment.	Complies	The Company has enteredinto written agreements witheach person appointed as aDirector or senior executiveof the Company,setting outthe terms of theirappointment.
1.4	The Company Secretary of a listedentity should be accountable directlyto the Board, through the Chair, onall matters to do with the properfunctioning of the Board.	Complies	The Company Secretary isaccountable to the Board,through the Chair of theBoard, on all matters to dowith the proper functioning ofthe Board.
1.5	A listed entity should;(a)have a diversity policy whichincludes requirements for theboard or a relevant committee of	DoesnotComply	The Board has not adopted aformal diversity policy.However, the Board Charterprovides that the Boardshould comprise people with

	the board to set measurableobjectives for achieving genderdiversity and to assess annuallyboth the objectives and theentity's progress in achievingthem;(b)disclose that policy or a summaryof it;and(c)disclose as at the end of eachreporting period the measurableobjectives for achieving genderdiversity set by the board or arelevant committee of the boardin accordance with the entity'sdiversity policy and its progresstowards achieving them, andeither;1.The respective proportions ofmen and women on theboard, in senior executivepositions and across thewhole organisation (includinghow the entity has defined"senior executive" for thesepurposes), or;2.If the entity is a "relevantemployer" under theWorkplace Gender EqualityAct, the entity's most recent"Gender Equality Indicators",as defined in and publishedunder the Act.		a mix of skills and diversity ofbackgrounds to enable theBoard to discharge its dutieseffectively. It is the Board'sintention to continue toconsider matters of diversityin the course of itsrecruitment and retention onthe basis of merit.The Board believes given thecurrent size of the Companythis is appropriate and doesnot believe this departurefrom recommendation 1.5willbe detrimental.Men occupy 100% of thesenior executive positions.ASenior Executive is a personin management.Approximately 25% of allemployees are women.The Company is not arelevant employer under theWorkplace Gender EqualityAct.
1.6	A listed entity should;(a)have and disclose a process forperiodically evaluating theperformance of the board, itscommittees and individualdirectors; and(b)disclose, in relation to eachreporting period, whether aperformance evaluation wasundertaken in the reportingperiod in accordance with thatprocess.	Complies	The role of the Board inrespect of performancemonitoring includesundertaking an annualevaluation of theperformance of the Board,each Board committee andindividual Directorsandcomparing their performancewith the requirements of theBoard Charter, relevantBoard Committee Chartersand the reasonableexpectation of individualDirectors.

	Corporate Governance CouncilRecommendation	Compliance	Disclosure
			No evaluation wasundertaken for the relevantperiod.Given the current size of theBoard the Directors are inregular communication onthese matters and do notbelieve that this departurefrom recommendation 1.6isto the detriment of theCompany. Directors dointend to hold evaluations infuture periods.
1.7	A listed entity should;(a)have and disclose a process forperiodically evaluating theperformance of its seniorexecutives; and(b)disclose, in relation to eachreporting period, whether aperformance evaluation wasundertaken in the reportingperiod in accordance with thatprocess.	Complies	The Board Charter providesfor a process ofensuring thatthe performance of seniorexecutives of the Company isreviewed at least annually.An evaluation wasundertaken for the relevantperiod.

PRINCIPLE 2: STRUCTURE THE BOARD TO ADD VALUE

	Corporate Governance CouncilRecommendation	Compliance	Disclosure
2.1	The board of a listed entity should:(a) have a nomination committeewhich:1.has at least threemembers, a majority ofwhom are independentdirectors; and2.is chaired by anindependent director, anddisclose:3.the charter of thecommittee;4.the members of thecommittee; and5.as at the end of eachreporting period, thenumber of times thecommittee met throughoutthe period and theindividual attendances ofthe members at thosemeetings; or(b) if it does not have a nominationcommittee, disclose that fact and theprocesses it employs to addressboard succession issues and toensure that the board has theappropriate balance of skills,knowledge, experience,independence and diversity to enableit to discharge its duties andresponsibilities effectively.	Complies	The Board has establishedthe Remuneration andNomination Committee. Themajority of whom areindependent Directors.Philip Tyean IndependentDirector is the Chair of theCommittee.The Charter of theCommittee is published onthe Company's website.The Committee consists ofPhilip Tye, Fadi Geha, andDavid Astill.The number of times theCommittee has met and theindividual attendances ispublished in the 2018 AnnualReportpages 8-9.
2.2	A listed entity should have anddisclose a board skills matrix settingout the mix of skills and diversity thatthe board currently has or is lookingto achieve in its membership.	Complies	The Board has a skills matrixit believes is appropriate asper below:Board experience•Executive Leadership•and ManagementexperienceAccounting and•Financial Reporting

			Corporate•Governance andComplianceLegal•Energy Sector•ExperienceHealth Safety and•EnvironmentStrategy development•People and Culture•Diversity•ManagementFinance•Risk Management•and CapitalManagementIntellectual property•Information•TechnologyDigital Commerce•and DisruptivetechnologiesSales, Branding and•MarketingMedia and•Telecommunications
2.3	A listed entity should disclose;(a)the names of the directorsconsidered by the board to beindependent directors;(b)if a director has an interest,position, association orrelationship of the type describedin Box 2.3 but the board is of theopinion that it does notcompromise the independence ofthe director, the nature of theinterest, position, association orrelationship in question and anexplanation of why the board is ofthat opinion; and(c)the length of service of eachdirector.	Complies	Philip Tye is an IndependentNon-Executive Director andChairman of the Board(appointed 8 December2017).Length of service: 1year 3 months.David Astill is anIndependent Non-ExecutiveDirector (appointed 24September 2015).Length ofService: 3 years 5 monthsFadi Geha is the ManagingDirector and Chief ExecutiveOfficer (appointed 1September 2016).Length ofservice: 2 years 6 months.Independent Directors do nothave an association as perthe type in Box 2.3
2.4	A majority of the Board should beindependent directors.	Complies	The Board currently has amajority of IndependentDirectors.

2.5	The Chair of the Board of a listedentity should be an independentdirector and, in particular, should notbe the same person as the CEO ofthe entity.	Complies	The Chair of the Board,Philip Tye,is an IndependentNon-Executive Director.
2.6	A listed entity should have a programfor inducting new directors andprovide appropriate professionaldevelopment opportunities fordirectors to develop and maintain theskills and knowledge needed toperform their role as directorseffectively.	Does notComply	The Board does not currentlyhave a formal inductionprogram for new Directorsand does not have a formalprofessional developmentprogram for existingDirectors.The Board does not currentlyhave any plans to appointany additional Directors anddoes not believe,given thesize of the Company,thatthis departure will bedetrimental to Simble or itsShareholders.

PRINCIPLE 3: ACT ETHICALLY AND RESPONSIBLY

	Corporate Governance CouncilRecommendation	Compliance	Disclosure
3.1	A listed entity should;(a)Have a code of conduct for itsdirectors, senior executives andemployees; and(b)Disclose that code or a summaryof it.	Complies	The Company has adopteda Code of Conduct whichsets out a framework toenable Directors to achievethe highest possiblestandards in the dischargeof their duties and to give aclear understanding of bestpractice on corporategovernance.
			A copy of the code isavailable on the Company'swebsite.(https://simblegroup.com/investors/governance)

PRINCIPAL 4: SAFEGUARD INTEGRITY IN CORPORATE REPORTING

	Corporate Governance CouncilRecommendation	Compliance	Disclosure
4.1	The board of a listed entity should:(a)have an audit committee which;1.has at least three members,all of whom are nonexecutive directors and amajority of whom areindependent directors; and2.is chaired by anindependent director, whois not chair of the board,and disclose3.the charter of thecommittee;4.the relevant qualificationsand experience of themembers of the committee;andin relation to each reportingperiod the number of timesthe committee met throughthe period and theindividual attendances ofthe members at thosemeetings; or(b)if it doesnot have an auditcommittee, disclose that factand the processes it employsthat independently verify andsafeguard the integrity of itscorporate reporting, includingthe processes for theappointment and removal of theexternal auditor and the rotationof the audit engagementpartner.	Does notComply	The Board has an Audit andRisk Management Committee.The Committee consists of atleast three members, a majorityofindependent directors and aChairperson who is the Chair ofthe Board.The Charter of the Committee ispublished on the Company'swebsite.(https://simblegroup.com/investors/governance)The Committee members, theirqualifications and number oftimes the Committee has met,and individual attendancesispublished in the Company's2018 Annual Report pages 8-9.The Company has not compliedwith this recommendation asDirectors were of the view MrPhilip Tye is the most qualifiedperson on the Board to performthis function.

4.2	The board of a listed entity should,before it approves the entity'sfinancial statements for a financialperiod, receive from its CEO andCFO a declaration that, in theiropinion, the financial records of theentity have been properlymaintained and that the financialstatements comply with theappropriate accounting standardsand give a true and fair view of thefinancial position and performanceof the entity andthat the opinionhas been formed on the basis of asound system of risk managementand internal control which isoperating effectively.	Complies	To approve the annual andhalf year financialstatements, the Boardreceives a declaration fromthe Chief Executive Officerand the Chief FinancialOfficer that Company'sFinancial Reports representa true and fair view in allmaterial respects of theCompany's financialcondition and operationalresults, and are inaccordance with relevantaccounting standards; andthat this statement isfounded on a sound systemof risk management andinternal compliance andcontrol.A similar process is followedfor the approval of theCompany's Appendix 4C.
4.3	A listed entity that has an AGMshould ensure that its externalauditor attends its AGM and isavailable to answer questions fromsecurity holders relevant to theaudit.	Complies	The Company will request itsauditor to attend each AGMand members will be entitledto ask questions of theauditor.

PRINCIPLE 5: MAKE TIMELY AND BALANCE DISCLOSURE

	Corporate Governance CouncilRecommendation	Compliance	Disclosure
5.1	A listed entity should;(a)have a written policy forcomplying with its continuousdisclosure obligations under theListing Rules; and(b)disclose that policy or asummary of it.	Complies	The Company has a writtenCommunication Policy whichis designed to ensure that allmaterial matters areappropriately disclosed in abalanced and timely mannerand in accordance with therequirements of the ASXListing Rules.

	A copy of the policy can befound on the Company'swebsite:https://simblegroup.com/investors/governance
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PRINCIPLE 6: RESPECT THE RIGHTS OF SECURITY HOLDERS

	Corporate Governance CouncilRecommendation	Compliance	Disclosure
6.1	A listed entity should provideinformation about itself and itsgovernance to investors via itswebsite.	Complies	The Company'sCorporateGovernance policies andother relevant material areavailable on the Company'swebsite.(https://simblegroup.com/investors/governance)
6.2	A listed entity should design andimplement an investor relationsprogram to facilitate effective twoway communication with investors.	Complies	The Company aims toensure that all Shareholdersare well informed of all majordevelopments affecting theCompany and that the fullparticipation by Shareholdersis facilitated. This will beimplemented through aninvestor portal on Simble'swebsite.
6.3	A listed entity should disclose thepolicies and processes it has inplace to facilitate and encourageparticipation at meetings of securityholders	Complies	The Board encourages fullparticipation of Shareholdersat the Company's AnnualGeneral Meetings and anyGeneral Meetings to ensurea high level of accountabilityand identification with theCompany's strategy. TheExternal Auditor will also beinvited to attend the AnnualGeneral Meeting ofshareholders and will beavailable to answer anyquestions concerning theconduct, preparation andcontent of the Auditor'sReport.

6.4	A listed entity should give securityholders the option to receivecommunications from, and sendcommunications to, the entity andis security register electronically.	Complies	The Company's registrar,provides the option forshareholders to receive andsendcommunicationselectronically. Shareholdersare encouraged to create anonline account athttps://www.boardroomlimite
			d.com.au.

PRINCIPAL 7: RECOGNISE AND MANAGE RISK

	Corporate Governance Council	Compliance	Disclosure
7.1	RecommendationThe board of a listed entity should:(a) have a committee or committeesto oversee risk, each of which:1.has at least threemembers, a majority ofwhom are independentdirectors;and2.is chaired by anindependent director,and disclose:3.the charter of thecommittee;4.the members of thecommittee; and	Complies	The Board has establishedthe Audit and RiskCommittee. The majority ofBoard MembersareIndependent Directors. TheCommittee consists of PhilipTye, David Astill and FadiGeha.The Committee is Chaired byPhilip Tye. The Charter ofthe Committee is publishedon the Company's website.The number of times theCommittee meets and theattendance of its members ispublished in the Company's2018 Annual Reporton
	5.as at the end of eachreporting period, thenumber of times thecommittee metthroughout the periodand the individualattendances of themembers at thosemeetings; or
	(b) if it does not have a riskcommittee or committees thatsatisfy (a) above, disclose that factand the processes it employs foroverseeing the entity's riskmanagement framework.

7.2	The board or a committee of theboard should;(a)review the entity's riskmanagement framework at leastannually to satisfy itself that itcontinues to be sound; and(b)disclose, in relation to eachreporting period whether such areview has taken place.	Does notComply	The Audit and RiskCommittee is charged withreviewing the Company'srisk management framework.No review was undertakenduring the period. Given thecurrent size of the Company,risk management is a regularfocus of Directors. TheCompany does not believethat this departure fromrecommendation 7.2 is to thedetriment of the Company.
7.3	A listed entity should disclose;(a)if it has an internal auditfunction, how the function isstructured and what role itperforms; or(b)if it does not have an internalaudit function, that fact and theprocesses it employs forevaluating and continuallyimproving the effectiveness ofits risk management andinternal control processes.	Complies	The Company does not havea formal internal auditfunction. Given the currentsize of the Company, itsinternal controls are regularlya focus of managementattention.The Audit and RiskManagement Committee hasbeen established to assistthe Board in fulfilling itscorporate governance andoversight responsibilities inrelation to the Company'sfinancial reports, financialreporting process andinternal control structure, riskmanagement systems(financial and non-financial)and the internal and externalaudit process.
7.4	A listed entity should disclosewhether it has any materialexposure to economic,environmental and socialsustainability risks and if it does,how it manages or intends tomanage those risks.	Complies	The Company has economicenvironmental and socialsustainability exposurestypical for a SaaS company.The Board considerssustainable and responsiblebusiness practices as animportant long-term driver ofperformance andshareholder value and iscommitted to transparency,fair dealing.

PRINCIPAL 8: REMUNERATE FAIRLY AND RESPONSIBLY

	Corporate Governance CouncilRecommendation	Compliance	Disclosure
8.1	The board of a listed entity should;(a)Have a remuneration committeewhich;1.Has at least three members,a majority of whom areindependent directors; and2.Is chaired by an independentdirector, and disclose3.The charter of the committee;4.The members of thecommittee and5.As at the end of eachreporting period, the numberof times the committee metthroughout the period and theindividual attendances of themembers at those meetings;or(b)If it does not have aremuneration committee,disclose that fact and theprocesses it employs for settingthe level and composition ofremuneration for directors andsenior executives and ensuringthat such remuneration isappropriate and not excessive.	Complies	The Board has established theRemuneration and NominationCommittee. The Committeeconsists of three members,themajority of whom areIndependent DirectorsThecommittee consists of PhilipTye, David Astill and Fadi GehaThe Chair of the Committee,Philip Tye,is an IndependentNon-Executive Director.The Charter of the Committee ispublished on the Company'swebsite:https://simblegroup.com/investors/governanceAt the end of each reportingperiod,the number of times theCommittee met and theindividual attendances aredisclosed in the Company's2018 Annual Reporton pages 8-9.
8.2	A listed entity should separatelydisclose its policies and practicesregarding the remuneration of nonexecutive directors and theremuneration of executive directorsand other senior executives.	Complies	The policies and practicesregarding the remuneration onNon-Executive Directors and theremuneration of seniorexecutives and ExecutiveDirectors has been separatelydisclosed in the RemunerationPolicy which is available on theCompany's website:https://simblegroup.com/investors/governance.

8.3	A listed entity which has an equitybased remuneration scheme should;(a)have a policy on whetherparticipants are permitted to enterinto transactions whether throughthe use of derivatives or otherwisewhich limit the economic risk ofparticipating in the scheme; and	Complies	The Company has an equitybased incentive plan. Inaccordance with theCompany's SecuritiesTrading Policy, participantsare not permitted to enterinto transactions which limiteconomic risk without writtenclearance. A copy of which isavailable on the Company's
	(b)disclose that policy or a summaryof it		website.(https://simblegroup.com/investors/governance)

Unless otherwise indicated, Simble's corporate governance practices were in place for the financial year ended 31 December 2018 and to the date of signing the Directors' Report.

Various corporate governance practices are discussed within this statement. For further information on corporate governance policies adopted by the Company, refer to our website www.simblegroup.com.